BREMBO S.P.A. THE GENERAL SHAREHOLDERS’ MEETING APPROVES THE 2011 FINANCIAL STATEMENTS, GROSS DIVIDEND OF €0.30 PER SHARE
20 Avril 2012 - 2:35PM
Italian Regulatory (Text)
Stezzano, 20 April 2012
BREMBO S.p.A. THE GENERAL SHAREHOLDERS' MEETING APPROVES THE 2011
FINANCIAL STATEMENTS, GROSS DIVIDEND OF 0.30 PER SHARE
The General Shareholders' Meeting also approved the following
items: Appointment of a member of the Board of Directors (formerly
co-opted by the Board on 6 June 2011) approval of the Remuneration
Report pursuant to the Consolidated Law on Finance (TUF) Amendments
to the Three-year (2010-2012) Incentive Plan for Top Managers
Authorisation for the buy-back and disposal of own shares
Approval of the Financial Statements and allocation of net income
The General Shareholders' Meeting of Brembo, which was held today
under the chairmanship of Alberto Bombassei, approved the Financial
Statements for the year ended 31 December 2011 and the distribution
of a gross dividend of 0.30 per share outstanding at ex-coupon
date, with the exclusion of the Company's own shares. The dividend
will be paid as of 10 May 2012, ex coupon No. 20 of 7 May 201 2.
Brembo Group's consolidated net sales for 2011 amounted to 1,254.5
million, up 16.7% compared to the previous year. Net income was
42.9 million, up 33.1% compared to the previous year. The General
Shareholders' Meeting approved the following allocation of the net
income of the Parent Company Brembo S.p.A., which amounted to 21.6
million: to the Shareholders a gross dividend of 0.30 per ordinary
share outstanding at excoupon date, with the exclusion of own
shares; the remaining amount to reserves. Appointment of a Member
of the Board of Directors The Shareholders' Meeting appointed
Andrea Abbati Marescotti as Director, after his cooption by the
Board of Directors in the extraordinary meeting held on 6 June 2011
following the resignation of Director Bruno Saita (non-executive
and non-independent Director). Andrea Abbati Marescotti will remain
in office through to the end of the term of the current Board of
Directors, i.e., until the approval of the 2013 Financial
Statements.
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Remuneration Report Pursuant to Article 123-ter of the Consolidated
Law on Finance (TUF) As set forth in the applicable regulations,
the Remuneration Report (section 1 -- Remuneration Policies) was
submitted to the consultative ballot of the Shareholders' Meeting,
which voted in favour of the Report. Amendment to the three-year
Incentive Plan for Executive Directors and Top Managers This
amendment, already passed by the Board of Directors on 10 November
2011, was approved by the Shareholders during today's General
Meeting and regards the adjustment of the Incentive Plan to bring
it in line with the new top management structure approved on 6 June
2011 (Appointment of Director Matteo Tiraboschi as Executive Deputy
Chairman, and appointment of Andrea Abbati Marescotti as Managing
Director) Plan for the buy-back and sale of own shares The plan for
the buy-back and sale of own shares approved by the General
Shareholders' Meeting is as follows. 1. Reasons for which this
authorisation is requested: to undertake investments, also with the
aim of supporting the liquidity of Company's stock, so as to foster
the regular conduct of trading beyond normal fluctuations related
to market performance; to give effect to any share-based incentive
plans for the directors, employees and collaborators of the company
and/or its subsidiaries; and to pursue any swap transactions with
equity investments as part of strategic projects. 2. The Company's
share capital amounts to 34,727,914 and is represented by
66,784,450 ordinary shares having a par value of 0.52 each. The
maximum number of shares that may be purchased is 2,680,000,
representing 4.01% of the Company's share capital. 3. The minimum
purchase price is 0.52 (fifty-two euro cents) and the maximum
purchase price is 12.00 (twelve euros), for a maximum expected
outlay of 32,160,000. The Board of Directors views this price
interval as fair, inasmuch as it takes account of the weighted
average price during the previous solar year, market multiples and
the Company's prospects. 4. The authorisation to buy back own
shares has a duration of 18 months from the date of the
Shareholders' resolution. 5. Own shares shall be purchased on
regulated markets, on one or more tranches, on a revolving basis,
and according to operating conditions such as to ensure equal
treatment of Shareholders and not to allow the direct pairing of
purchase bids with predetermined sales bids. In particular, such
purchases shall be undertaken: through public tender or exchange
offering; on regulated markets, under the operating conditions set
out in the regulations governing the organisation and management of
said markets, provided that purchase bids are not directly paired
with sales bids; and by granting Shareholders, in proportion to the
shares held, a put option to be exercised during a period
corresponding to the duration of the Shareholders' resolution for
the purchase of own shares.
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6. At today's date, the Company holds a total of 1,747,000 ordinary
shares, representing 2.616% of share capital, which the proposed
plan would bring to 6.63% of the Company's share capital. Board of
Directors In the Director's meeting, held after the Shareholders'
Meeting, the Board of Directors: I. confirmed Director Andrea
Abbati Marescotti as Managing Director, granting him all relevant
powers; and II. granted the Chairman and the Executive Deputy
Chairman, severally, the powers to implement the plan for the
buy-back and sale of own shares approved by the General
Shareholders' Meeting.
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operating and financial figures for the first quarter 2012 will be
examined by the Board of Directors on 14 May 2012.
The manager in charge of the Company's financial reports, Matteo
Tiraboschi, declares, pursuant to paragraph 2 of Article 154-bis of
Italy's Consolidated Law on Finance, that the accounting
information contained in this press release corresponds to the
documented results, books and accounting records. Company
contacts:
Investor Relations Matteo Tiraboschi Tel. +39 035 605 2899 e-mail:
ir@brembo.it www.brembo.com Communications Manager Thanai
Bernardini Tel. +39 035 605 2277 - Mobile. +39 335 7245418 e-mail:
press@brembo.it Media Relation Consultant: COMMUNITY Consulenza
nella comunicazione Tel. +39 02 89404231 Pasquo Cicchini Mobile:
+39 345 1462429
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